Canada, Board of Directors, Fiduciary Duty

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

Bennett Jones LLP on 7/31/2024

In a recent case, Bricklayers Pension Fund of Western Pennsylvania (derivatively on behalf of Centene Corporation) v Brinkley (Centene), Delaware's Court of Chancery dismissed “Caremark duty claims”—named after the 1996 case...more

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

Bennett Jones LLP on 3/13/2024

In the United States, corporate directors and, as confirmed by the Delaware Court in McDonald’s Corp. Stockholder Derivative Litigation (McDonald), corporate officers owe, as a subset of their duty of loyalty, a duty to...more

Special Committees: Frequently Asked Questions

Bennett Jones LLP on 11/9/2023

Special committees have evolved as a key corporate governance mechanism to assist boards of directors in discharging their fiduciary duties. Applicable securities laws mandate the use of special committees in connection with...more

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

Bennett Jones LLP on 3/13/2023

In the United States, corporate directors owe, as a subset of their duty of loyalty, a duty to monitor and oversee the operations of the company, referred to as the "duty of oversight" in this blog. This duty is known as the...more

Canada › Board of Directors › Fiduciary Duty

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

Special Committees: Frequently Asked Questions

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

Court Decision Highlights "Nominee" Director Issues

CBCA Amendments Codify Best Interests Considerations

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

Canada › Board of Directors › Fiduciary Duty

Delaware Court Affirms High Threshold for Breach of Directors' Caremark Duties

Delaware Courts Confirm High Standard for Breach of Oversight Duty Applies Equally to Officers and Directors

Special Committees: Frequently Asked Questions

Delaware Court Extends a Director's Duty of Oversight to Officers—What Could This Mean for Canadian Directors and Officers?

Court Decision Highlights "Nominee" Director Issues

CBCA Amendments Codify Best Interests Considerations

Broad Changes to CBCA Proposed: Directors’ Duties, Additional Disclosure and Annual Say-on-Pay

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